TrueBlue (NYSE: TBI) moves rights plan expiration to May 6, 2026

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

TrueBlue, Inc. has amended its existing Rights Agreement with Computershare Trust Company, N.A., the rights agent, through a First Amendment dated May 6, 2026. The amendment accelerates the final expiration date of the rights from the close of business on May 13, 2026 to the close of business on May 6, 2026.

The amendment is described as a material definitive agreement and a material modification to the rights of security holders. The full text of the First Amendment is filed as an exhibit and incorporated by reference.

8-K Event Classification

3 items: 1.01, 3.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Original rights expiration: May 13, 2026 (close of business) New rights expiration: May 6, 2026 (close of business) Rights Agreement date: May 14, 2025

3 metrics

Original rights expiration May 13, 2026 (close of business) Final expiration date of rights before amendment

New rights expiration May 6, 2026 (close of business) Final expiration date of rights after First Amendment

Rights Agreement date May 14, 2025 Original Rights Agreement between TrueBlue and Computershare

Key Terms

Material Definitive Agreement, Material Modification to Rights of Security Holders, Rights Agreement, Rights Agent

4 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Material Modification to Rights of Security Holders regulatory

"Item 3.03 Material Modification to Rights of Security Holders."

Rights Agreement financial

"amending the Rights Agreement, dated as of May 14, 2025, between the Company and the Rights Agent"

A rights agreement is a contract that grants existing shareholders special rights—commonly the option to buy additional shares at a set price or to trigger protections if a takeover is attempted. Think of it like a neighborhood watch rule that lets current homeowners buy extra lots or lock the gate when an outsider tries to take over the block; it matters to investors because it can dilute or protect share value and influence takeover outcomes.

Rights Agent financial

"TrueBlue, Inc. and Computershare Trust Company, N.A. (the “Rights Agent”)"

A rights agent is a neutral third party, usually a bank or trust company, that runs the mechanical parts of a company’s rights offering — tracking who gets rights, processing requests to buy additional shares, collecting payments, and issuing the new stock. For investors, the rights agent ensures the offer is handled correctly and on time, which affects the ability to exercise rights and the perceived fairness and legality of the transaction.

Understanding 8-K Material Events →

05/06/2026 - 04:18 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 6, 2026

TrueBlue, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Washington

(State or Other Jurisdiction of Incorporation)

001-14543		91-1287341
(Commission File Number)		(IRS Employer Identification No.)

1015 A Street, Tacoma, Washington 98402

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (253) 383-9101

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, no par value		TBI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 3.03 of this Current Report is incorporated into this Item 1.01 by reference.

Item 3.03 Material Modification to Rights of Security Holders.

On May 6, 2026, TrueBlue, Inc. (the “Company”) and Computershare Trust Company, N.A. (the “Rights Agent”) entered into the First Amendment to Rights Agreement (the “Amendment”), amending the Rights Agreement, dated as of May 14, 2025, between the Company and the Rights Agent (the “Rights Agreement”).

The Amendment changes the final expiration date of the Rights (as defined in the Rights Agreement) from the close of business (as defined in the Rights Agreement) on May 13, 2026 to the close of business on May 6, 2026.

This description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Rights Agreement, dated as of May 14, 2025, by and between the Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed May 14, 2025).
4.2		First Amendment to Rights Agreement, dated as of May 6, 2026, by and between the Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed May 14, 2025).
104		Cover page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TrueBlue, Inc.

Date: May 6, 2026	By:	/s/ Garrett R. Ferencz
	Name:	Garrett R. Ferencz
	Title:	Executive Vice President & Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did TrueBlue (TBI) change in its Rights Agreement on May 6, 2026?

TrueBlue entered into a First Amendment to its Rights Agreement with Computershare Trust Company, N.A. The amendment moves the final expiration date of the rights from May 13, 2026 to May 6, 2026, shortening the period during which the rights are outstanding.

Why is the TrueBlue (TBI) rights amendment classified as a material definitive agreement?

The amendment is classified as a material definitive agreement because it changes key terms of the existing Rights Agreement. Specifically, it modifies the final expiration date of the rights, which directly affects the timing and scope of security holders’ contractual rights under that agreement.

How were TrueBlue (TBI) security holders’ rights modified in this filing?

Security holders’ rights were modified by changing when the rights expire under the existing Rights Agreement. The rights will now expire at the close of business on May 6, 2026 instead of May 13, 2026, reducing the remaining duration of those rights by several days.

Who is the rights agent under TrueBlue’s (TBI) amended Rights Agreement?

Computershare Trust Company, N.A. serves as the rights agent under TrueBlue’s Rights Agreement. It is also the counterparty to the First Amendment dated May 6, 2026, which adjusts the final expiration date of the rights covered by that agreement.

Which SEC items does this TrueBlue (TBI) 8-K filing address?

The 8-K addresses Item 1.01, Entry into a Material Definitive Agreement, and Item 3.03, Material Modification to Rights of Security Holders. Item 1.01 incorporates the Item 3.03 description of the First Amendment to the Rights Agreement by reference.

Where can investors read the full text of TrueBlue’s (TBI) rights amendment?

Investors can review the complete First Amendment to the Rights Agreement in Exhibit 4.2 to the 8-K. The company notes that its brief description is qualified in its entirety by this exhibit, which is incorporated by reference into the report.

Filing Exhibits & Attachments

4 documents